UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

  For the Quarterly Period Ended December 31, 2019

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

  For the Transition Period From ___________ to ___________

 

Commission File Number 000-50547

 

SUNDANCE STRATEGIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   88-0515333

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

4626 North 300 West, Suite No. 365, Provo, Utah   84604
(Address of principal executive offices)   (Zip Code)

 

(801) 717-3935

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to section 12(b) of the Exchange Act:

None 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [  ] No [X]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes [  ] No [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer [  ] Accelerated filer [  ]
  Non-accelerated filer [X] Smaller reporting company [X]
    Emerging Growth Company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes [  ] No [X]

 

As of February 19, 2020, the registrant had 37,828,441 shares of common stock, par value $0.001, issued and outstanding.

 

 

 

 
 

 

SUNDANCE STRATEGIES, INC.

FORM 10-Q

TABLE OF CONTENTS

 

  Page
   
PART I — FINANCIAL INFORMATION 3
   
Item 1. Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheets as of December 31, 2019 (Unaudited) and March 31, 2019 3
Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2019 and 2018 (Unaudited) 4
Condensed Consolidated Statements of Stockholders’ Deficit for the three and nine months ended December 31, 2019 and 2018 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2019 and 2018 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements December 31, 2019 (Unaudited) 7
   
Item 2. Management’s Discussion and Analysis of Financial Condition And Results of Operations 12
   
Item 3. Quantitative and Qualitative Disclosure about Market Risk 16
   
Item 4. Controls and Procedures 16
   
PART II — OTHER INFORMATION 17
   
Item 1. Legal Proceedings 17
   
Item 1A. Risk Factors 17
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
   
Item 3. Defaults upon Senior Securities 17
   
Item 4. Mine Safety Disclosures 17
   
Item 5. Other Information 17
   
Item 6. Exhibits 18
   
Signatures 19

 

2
 

 

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets

 

    December 31, 2019     March 31, 2019  
    (Unaudited)      
             
ASSETS                
                 
Current Assets                
Cash and cash equivalents   $ 16,217     $ 579  
Prepaid expenses and other assets     4,181       5,108  
                 
Total Current Assets   $ 20,398     $ 5,687  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT                
                 
Current Liabilities                
Accounts payable   $ 754,220     $ 306,871  
Stock repurchase payable     400,000       400,000  
Total Current Liabilities     1,154,220       706,871  
                 
Long-Term Liabilities                
Notes payable, related parties     2,220,508       1,672,008  
Accrued expenses     365,706       240,163  
                 
Total Long-Term Liabilities     2,586,214       1,912,171  
                 
Total Liabilities     3,740,434       2,619,042  
                 
Stockholders' Deficit                
Preferred stock, authorized 10,000,000 shares, par value $0.001; -0- shares issued and outstanding     -       -  
Common stock, authorized 500,000,000 shares, par value $0.001; 37,828,441 shares issued and outstanding     37,829       37,829  
Additional paid in capital     24,191,224       24,191,224  
Accumulated deficit     (27,949,089 )     (26,842,408 )
                 
Total Stockholders' Deficit     (3,720,036 )     (2,613,355 )
                 
Total Liabilities and Stockholders' Deficit   $ 20,398     $ 5,687  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3
 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations

(Unaudited)

 

    Three Months Ended     Three Months Ended     Nine Months Ended     Nine Months Ended  
    December 31, 2019     December 31, 2018     December 31, 2019     December 31, 2018  
                         
Interest Income on Investment in Net Insurance Benefits   $ -     $ -     $ -     $ -  
                                 
General and Administrative Expenses     282,363       291,690       894,196       845,559  
                                 
Loss from Operations     (282,363 )     (291,690 )     (894,196 )     (845,559 )
                                 
Other Expense                                
Impairment of investment in net insurance benefits     -       -       -       (17,840 )
Interest expense     (45,044 )     (26,527 )     (125,485 )     (61,608 )
Financing expense     (4,500 )     (155,000 )     (87,000 )     (774,806 )
                                 
Total Other Expense     (49,544 )     (181,527 )     (212,485 )     (854,254 )
                                 
Loss Before Income Taxes     (331,907 )     (473,217 )     (1,106,681 )     (1,699,813 )
Income Tax Provision (Benefit)     -       -       -       -  
                                 
Net Loss   $ (331,907 )   $ (473,217 )   $ (1,106,681 )   $ (1,699,813 )
                                 
Basic and Diluted:                                
Basic and diluted loss per share   $ (0.01 )   $ (0.01 )   $ (0.03 )   $ (0.04 )
                                 
Basic and diluted weighted average number of shares outstanding     37,828,441       42,943,495       37,828,441       43,963,948  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4
 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Stockholders' Deficit

For the Quarters Ended June 30, September 30, and December 31, 2019 and 2018

(Unaudited)

 

              Additional       Total  
    Common Stock   Paid In   Accumulated   Stockholders'  
    Shares Amount   Capital   Deficit   Deficit  
                           
Balance, March  31, 2019     37,828,441     $ 37,829   $ 24,191,224   $ (26,842,408 )   $ (2,613,355 )
                                     
Net loss     -       -     -     (369,849 )     (369,849 )
                                     
Balance, June 30, 2019     37,828,441     $ 37,829   $ 24,191,224   $ (27,212,257 )   $ (2,983,204 )
                                     
Net Loss     -       -     -     (404,925 )     (404,925 )
                                     
Balance, September 30, 2019     37,828,441     $ 37,829   $ 24,191,224   $ (27,617,182 )   $ (3,388,129 )
                                     
Net Loss     -       -     -     (331,907 )     (331,907 )
                                     
Balance, December 31, 2019     37,828,441     $ 37,829   $ 24,191,224   $ (27,949,089 )   $ (3,720,036 )
                                     
Balance, March 31, 2018     44,128,441     $ 44,129   $ 24,547,014   $ (24,786,290 )   $ (195,147 )
                                     
Net loss     -       -     -     (890,089 )     (890,089 )
                                     
Balance, June 30, 2018     44,128,441     44,129   24,547,014     (25,676,379 )     (1,085,236 )
                                     
Issuance of Common Stock in exchange for Net Insurance Benefits     800,000       800     17,040     -       17,840  
                     .                 
Net loss     -       -     -     (336,507 )     (336,507 )
                                     
Balance, September 30, 2018     44,928,441       44,929   24,564,054     (26,012,886 )     (1,403,903 )
                                     
Cancellation of repurchased shares     (8,000,000 )     (8,000 )   (392,000 )   -       (400,000 )
                                     
Issuance of Common Stock in lieu of Director Compensation     900,000       900     4,118     -       5,018  
                                     
Net loss     -       -     -     (473,217 )     (473,217 )
                                     
Balance, December 31, 2018     37,828,441     $ 37,829 $ 24,176,172   $ (26,486,103 )   $ (2,272,102 )

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5
 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

    Nine Months Ended     Nine Months Ended  
    December 31, 2019     December 31, 2018  
             
Operating Activities                
                 
Net Loss   $ (1,106,681 )   $ (1,699,813 )
Adjustments to reconcile to net cash provided by (used in) operating activities:                
Share based compensation - common stock     -       5,018  
Impairment of net insurance benefits     -       17,840  
Changes in operating assets and liabilities                
Prepaid expenses and other assets     927       (1,130 )
Accounts payable     447,349       58,121  
Accrued expenses     125,543       61,607  
                 
Net Cash used in Operating Activities     (532,862 )     (1,558,357 )
                 
Financing Activities                
                 
Proceeds from issuance of notes payable, related party     548,500       712,500  
                 
Net Cash provided by Financing Activities     548,500       712,500  
                 
Net Change in Cash and Cash Equivalents     15,638       (845,857 )
Cash and Cash Equivalents at Beginning of Period     579       936,902  
                 
Cash and Cash Equivalents at End of Period   $ 16,217     $ 91,045  
                 
Supplemental disclosure of cash flow information:                
Cash paid for interest   $ -     $ -  
Cash paid for income taxes   $ -     $ -  
                 
Non Cash Financing & Investing Activities, and Other Disclosures                
Exchange common stock for Investment in Net Insurance Benefits   $ -     $ 17,840  
Repurchase of stock in exchange for Stock Repurchase Payable   $ -     $ 400,000  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6
 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

December 31, 2019

 

(1) BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect the financial position, results of operations and cash flows of the Company. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019, which was filed with the SEC on January 16, 2020. The results from operations for the nine-month period ended December 31, 2019, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2020.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results could materially differ from those estimates.

 

Organization and Nature of Operations

 

Sundance Strategies, Inc. (formerly known as Java Express, Inc.) was organized under the laws of the State of Nevada on December 14, 2001, and engaged in the retail selling of beverage products to the general public until these endeavors ceased in 2006; it had no material business operations from 2006, until its acquisition of ANEW LIFE, INC. (“ANEW LIFE”), a subsidiary of Sundance Strategies, Inc. (“Sundance Strategies”, “the Company”, “we” or “our”). The Company is engaged in the business of purchasing or acquiring life insurance policies and residual interests in or financial products tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace, often referred to as the “life settlements market.” Since the Company’s inception its operations have been primarily financed through sales of equity, debt financing from related parties and the issuance of notes payable and convertible debentures. Currently, the Company is focused on the purchase of net insurance benefit contracts (“NIBs”) based on life settlements or life insurance policies.

 

Significant Accounting Policies

 

There have been no changes to the significant accounting policies of the Company from the information provided in Note 2 of the Notes to Consolidated Financial Statements in the Company’s most recent Form 10-K, except as discussed below.

 

Accounting Treatment When the Company Holds NIBs

 

The Company accounted for its investment in NIBs at the initial investment value increased for interest income and decreased for cash receipts received by the Company and impairment losses. At the time of transfer or purchase of an investment in NIBs, we estimated the future expected cash flows and determined the effective interest rate based on these estimated cash flows and our initial investment. Based on this effective interest rate, the Company calculated accretable income, which was recorded as interest income on investment in NIBs in the statement of operations. Our projections were based on various assumptions that are subject to uncertainties and contingencies including, but not limited to, the amount and timing of projected net cash receipts, expected maturity events, counter party performance risk, changes to applicable regulation of the investment, shortage of funds needed to maintain the asset until maturity, changes in discount rates, life expectancy estimates and their relation to premiums, interest, and other costs incurred, among other items. These uncertainties and contingencies are difficult to predict and are subject to future events that may impact our estimates and interest income. As a result, actual results could differ significantly from these projections. Therefore, subsequent to the purchase and on a regular basis, these future estimated cash flows were evaluated for changes. If the determination was made that the future estimated cash flows should be adjusted to the point of a material change in revenue, a revised effective yield was calculated prospectively based on the current amortized cost of the investment, including accrued accretion. Any positive or adverse change in cash flows would result in a prospective increase or decrease in the effective interest rate used to recognize interest income. Any significant adverse change in the cash flows that may have resulted in the recognition of an “other-than-temporary impairment” (“OTTI”), and would be evaluated by the Company accordingly.

 

7
 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

December 31, 2019

 

We evaluate the carrying value of our investment in NIBs for impairment on a regular basis and adjust our total basis in the NIBs using new or updated information that affects our assumptions. We recognized impairment on a NIB contract when the fair value of the beneficial interest was less than the carrying amount of the investment, plus anticipated undiscounted future premiums and direct external costs, if any, and if there are adverse changes in cash flow.

 

Basic and Diluted Net Income (Loss) Per Common Share

 

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented using the treasury stock method. Diluted net loss per common share is computed by including common shares that may be issued subject to existing rights with dilutive potential, when applicable. Dilutive common stock equivalents are primarily comprised of stock options. Potentially dilutive shares resulting from convertible debt agreements are evaluated using the if-converted method, and such amounts were not dilutive.

 

As of December 31, 2019 and 2018, there were no options were outstanding.

 

New Accounting Pronouncements

 

Adopted During the Nine months Ended December 31, 2019

 

In February 2016, the FASB issued ASU 2016-02 related to the accounting for leases. This pronouncement requires lessees to record most leases on their balance sheet, while expense recognition on the income statement remains similar to current lease accounting guidance. The guidance also eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. Under the new guidance, lease classification as either a finance lease or an operating lease will determine how lease-related revenue and expense are recognized. The pronouncement is effective for the Company’s fiscal year beginning April 1, 2019, and for interim periods within that fiscal year. The adoption of this standard did not have an impact on the consolidated financial statements because leases are month-to-month and not material to the Company’s financial statements.

 

Not Yet Adopted

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. The amendments are effective for the Company’s fiscal year beginning April 1, 2020, including interim periods within that fiscal year. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on its consolidated financial statements and results of operations.

 

8
 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

December 31, 2019

 

The Company has reviewed all other recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

 

(2) LIQUIDITY REQUIREMENTS

 

The accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Due to the fact that the Company is in the process of seeking NIB investments to acquire as mentioned above, the Company has no current source of operating revenues. In order to purchase NIBs, the Company will need to raise additional capital or secure alternative sources of debt financing.

 

Since the Company’s inception on January 31, 2013, its operations have been primarily financed through sales of equity, debt financing from related parties and the issuance of notes payable and convertible debentures. As of December 31, 2019, the Company had $16,217 of cash assets, compared to $579 as of March 31, 2019. As of December 31, 2019, the Company had access to draw an additional $5,105,492 on the notes payable, related party (see Note 5) and $3,000,000 on the Convertible Debenture Agreement (See Note 6). For the nine months ended December 31, 2019, the Company’s average monthly operating expenses were approximately $99,000, which includes salaries of our employees, consulting agreements and contract labor, general and administrative expenses and legal and accounting expenses. In addition to the monthly operating expenses, the Company continues to pursue other debt and equity financing opportunities, and as a result, a financing expense of $87,000 was incurred during the nine months ended December 31, 2019. As management continues to explore additional financing alternatives, the Company is expected to spend an additional $80,000 to $350,000 over the next 12 months related to these efforts. Outstanding Accounts Payable as of December 31, 2019 totaled $754,220, and other accrued liabilities totaled $765,706. Management has concluded that its existing capital resources and availability under its existing convertible debentures and debt agreements with related parties will be sufficient to fund its operating working capital requirements for at least the next 12 months from the issuance of these financial statements. Related parties have given assurance that their continued support, by way of either extensions of due dates, or increases in lines-of-credit, can be relied on. As mentioned above, the Company also continues to evaluate other debt and equity financing opportunities.

 

(3) FAIR VALUE MEASUREMENTS

 

As defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also requires the consideration of differing levels of inputs in the determination of fair values.

 

Those levels of input are summarized as follows:

 

Level 1: Quoted prices in active markets for identical assets and liabilities.
   
Level 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
   
Level 3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

 

9
 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

December 31, 2019

 

Between May 2018 and July 2018, the Holders entered into agreements that completed a strict foreclosure transaction that transferred the underlying life insurance policies relating to the Company’s NIBs to the lenders in full satisfaction of the loan obligation. As a result of the foreclosure, the Company has lost its position in the residual benefits of the policies and has reduced both the fair value and the carrying value of the NIBs at March 31, 2019 to zero.

 

The Company did not have any transfers of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy during the nine months ended December 31, 2019.

 

Other Financial Instruments

 

The Company’s recorded values of cash and cash equivalents, prepaid expenses and other assets, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded values of the notes payable and convertible debenture approximate the fair values as the interest rate approximates market interest rates.

 

(4) STOCKHOLDERS’ EQUITY

 

Effective December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase price to the Company of $0.05 per share. The Company has cancelled the acquired shares, which decreased the outstanding common shares on the books of the Company. The total number of common shares canceled/retired was 8,000,000. The total liability related to the repurchase of these shares is $400,000, with repayment contingent on a major financing event.

 

On July 11, 2018, the Company issued 800,000 common shares in return for obtaining the remaining 27.8% ownership of certain NIBs. The transaction was recorded at $17,840, the estimated fair value of the common stock issued (which management believes approximated the fair value of the NIBs received on the date of the transaction). The additional NIBs acquired were reflected as an increase to the Investment in NIBs account, and the NIBs were immediately impaired on the date of the transaction, bringing the total impairment recognized on the NIBs to $22,967,966 plus $1,936,311 of impairment on accrued interest receivable.

 

On November 5, 2019, in conjunction with an agreement to extend the due date of his promissory note (see Note 5) the Company agreed to provide Mr. Dickman warrants for 450,000 shares of common stock at an exercise price of $0.05 per share. The warrants have a 5-year exercise window from the date of the extension agreement. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was not significant. The inputs used in this calculation included a risk-free rate of 1.66%, volatility of 27.29% and a dividend rate of 0%. As of December 31, 2019, the weighted average remaining life of the warrants is 4.85 years.

 

(5) NOTES PAYABLE, RELATED PARTY

 

As of December 31, 2019, and March 31, 2019, the Company had borrowed $2,220,508 and $1,672,008 respectively, excluding accrued interest, from related parties.

 

As of December 31, 2019, and March 31, 2019, the Company owed $596,000 and $450,000, respectively, under the unsecured promissory note from Mr. Glenn S. Dickman, a stockholder and member of the Board of Directors. This promissory note bears interest at a rate of 8% annually. On November 5, 2019, the Company agreed to amend the agreement to extend the due date on the promissory note from August 31, 2020 to November 30, 2021 or at the immediate time when alternative financing or other proceeds are received. In addition, the Company agreed to provide Mr. Dickman warrants for 450,000 shares of common stock at an exercise price of $0.05 per share. The warrants have a 5-year exercise window from the date of the extension agreement. During the nine months ended December 31, 2019 the Company borrowed $146,000 of principal under this agreement and made no repayments. As of December 31, 2019, accrued interest on this note totaled $51,884. In the event the Company completes a successful equity raise, all principal and interest on this note are due in full at that time.

 

10
 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

December 31, 2019

 

As of December 31, 2019, and March 31, 2019, the Company owed $795,000 and $392,500, respectively, exclusive of accrued interest, under the note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder. The agreement allows for borrowings of up to $4,600,000. Subsequent to December 31, 2019 the note and the line of credit was extended from November 30, 2020 to August 31, 2021 (see Note 7 for detail on the due date extension). The note payable incurs interest at 7.5% per annum. During the nine months ended December 31, 2019 the Company borrowed $402,500 of principal under this agreement and made no repayments. As of December 31, 2019, accrued interest on this note totaled $54,344. In the event the Company completes a successful equity raise, all principal and interest on this note are due in full at that time

 

As of December 31, 2019, and March 31, 2019, the Company owed $829,508, exclusive of accrued interest, under the note payable and lines of credit agreement with Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors. The agreement allows for borrowings of up to $2,130,000. On December 19, 2019, the Company agreed to amend the agreement to extend the due date on the note payable and line of credit agreement from November 30, 2020 to August 31, 2021 or at the immediate time when alternative financing or other proceeds are received. The note payable incurs interest at 7.5% per annum. During the nine months ended December 31, 2019 the Company neither borrowed nor repaid any principal under this agreement. As of December 31, 2019, accrued interest on this agreement totaled $133,238. In the event the Company completes a successful equity raise, all principal and interest on this note are due in full at that time.

 

The interest associated with the Notes Payable, Related Party of $239,466 and $113,981 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2019 and March 31, 2019, respectively. There are no covenants associated with any of these three agreements.

 

(6) CONVERTIBLE DEBENTURE AGREEMENT

 

The Company has entered into an 8% convertible debenture agreement with Satco International, Ltd., that allows for borrowings of up to $3,000,000. The holder originally had the option to convert the outstanding principal and accrued interest to unregistered, restricted common stock of the Company on June 2, 2016. Per the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained by dividing the outstanding principal and accrued and unpaid interest by 90% of the 90 day average closing price of the Company’s common stock from the date the notice of conversion is received; and the price at which the Debenture may be converted will be no lower than $1.00 per share. The original maturity date was June 2, 2016, but was later extended, through a series of extensions, to August 31, 2019. On October 29, 2019, the Company agreed to amend the 8% Convertible Debenture Agreement and extended the due date and conversion rights to December 1, 2020. As of December 31, 2019 and March 31, 2019, the Company owed $0 under the agreement, excluding accrued interest. The associated interest of $124,225 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2019 and March 31, 2019.

 

(7) SUBSEQUENT EVENTS

 

Subsequent to December 31, 2019, the following events transpired: 

 

On January 8, 2020, the Company agreed to amend the agreement to extend the due date on the note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder. The due date was extended from November 30, 2020 to August 31, 2021 or at the immediate time when alternative financing or other proceeds are received. In addition, the Company agreed to provide the Chairman with warrants for 500,000 shares of common stock at an exercise price of $0.05 per share. The warrants have a 5-year exercise window from the date of the extension agreement.

 

On February 4, 2020, the Company borrowed $230,000 in conjunction with an additional promissory note agreement entered into with Glenn S. Dickman. In addition, the Company agreed to provide Mr. Dickman warrants for 752,000 shares of common stock at an exercise price of $0.05 per share. The warrants have a 5-year exercise window from the date of the extension agreement.

 

Subsequent to December 31, 2019, the Company has borrowed an additional $323,500 (inclusive of the $230,000 borrowed on February 4, 2020, mentioned above) on the Notes Payable, Related Party lines of credit agreements and promissory notes. As of February 19, 2020, the outstanding principal balances of all Notes Payable, Related Party totaled $2,450,508 and the outstanding principal balance of the Convertible Debenture is zero. $1,624,508 of the outstanding principal is currently due on August 31, 2021 and the remaining $826,000 is due on November 30, 2021. In the event the Company completes a successful equity raise, all principal and interest on these notes is due at that time.

 

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Item 2. Management’s Discussions and Analysis of Financial Condition and Results of Operations.

 

This discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources at and during the nine months ended December 31, 2019 and 2018. For a complete understanding, this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Financial Statements and Notes to the Financial Statements contained in this quarterly report on Form 10-Q and our annual report on Form 10-K for the year ended March 31, 2019.

 

Forward-looking Statements

 

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are based on management’s beliefs and assumptions and on information currently available to management. For this purpose any statement contained in this report that is not a statement of historical fact may be deemed to be forward-looking, including, but not limited to, statements relating to our future actions, intentions, plans, strategies, objectives, results of operations, cash flows and the adequacy of or need to seek additional capital resources and liquidity. Without limiting the foregoing, words such as “may”, “should”, “expect”, “project”, “plan”, “anticipate”, “believe”, “estimate”, “intend”, “budget”, “forecast”, “predict”, “potential”, “continue”, “should”, “could”, “will” or comparable terminology or the negative of such terms are intended to identify forward-looking statements, however, the absence of these words does not necessarily mean that a statement is not forward-looking. These statements by their nature involve known and unknown risks and uncertainties and other factors that may cause actual results and outcomes to differ materially depending on a variety of factors, many of which are not within our control. Such factors include, but are not limited to, economic conditions generally and in the industry in which we and our customers participate; competition within our industry; legislative requirements or changes which could render our products or services less competitive or obsolete; our failure to successfully develop new products and/or services or to anticipate current or prospective customers’ needs; price increases; employee limitations; or delays, reductions, or cancellations of contracts we have previously entered into; sufficiency of working capital, capital resources and liquidity and other factors detailed herein and in our other filings with the United States Securities and Exchange Commission (the “SEC” or “Commission”). Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.

 

Forward-looking statements are predictions and not guarantees of future performance or events. Forward-looking statements are based on current industry, financial and economic information which we have assessed but which by its nature is dynamic and subject to rapid and possibly abrupt changes. Our actual results could differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with our business. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements and we hereby qualify all our forward-looking statements by these cautionary statements.

 

These forward-looking statements speak only as of their dates and should not be unduly relied upon. We undertake no obligation to amend this report or revise publicly these forward-looking statements (other than pursuant to reporting obligations imposed on registrants pursuant to the Exchange Act) to reflect subsequent events or circumstances, whether as the result of new information, future events or otherwise.

 

The following discussion should be read in conjunction with our financial statements and the related notes contained elsewhere in this report and in our other filings with the Commission.

 

Overview

 

We are currently focused on the business of purchasing residual economic interests in a portfolio of life settlements. A life settlement is the sale of an existing life insurance policy to a third party for more than the policy’s cash surrender value, but less than the face value of the policy benefit. After the sale, the new policy holder will pay the premiums due on the policy until maturity and then collect the settlement proceeds at maturity.

 

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We currently do not purchase or hold life settlement or life insurance policies but, rather, previously held a contractual right to receive the net insurance benefits, or NIBs, from a portfolio of life insurance policies held by a third party (“the Owners” or “the Holders”). These NIBs represent an indirect, residual ownership interest in a portfolio of individual life insurance policies and they allowed us to receive a portion of the settlement proceeds from such policies, after expenses related to the acquisition, financing, insuring and servicing of the policies underlying our NIBs have been paid.

 

We were not responsible for maintaining premiums or other expenses related to maintaining the underlying life settlement or life insurance policies. Ownership of the underlying life settlement or life insurance policies, and the related obligation to maintain such policies, remains with the entity that holds such policies. However, in the event of default of the owner, the Company may choose to expend funds on premiums, interest and servicing costs to protect its interest in NIBs, though the Company has no legal responsibility nor adequate funds for these payments.

 

NIBs are generally sold by an entity that holds the underlying life settlement or life insurance policies, either directly or indirectly through a subsidiary, such an entity being referred to herein as a “Holder.” A Holder, either directly or through a wholly owned subsidiary, purchases life insurance policies either from the insured or on the secondary market and aggregates them into a portfolio of policies. At the time of purchase, the Holder also (i) contracts with a service provider to manage the servicing of the policies until maturity, (ii) consider purchasing mortality re-insurance (“MRI”) coverage under which payments will be made to the Holder in the event the insurance policies do not mature according to actuarial life expectancies, and (iii) arranges financing to cover the initial purchase of the insurance policies, the servicing of the life insurance policies until maturity and the payment of the MRI premiums. The financing obtained by the Holder for a portfolio of life settlement or life insurance policies is secured by the insurance policies for which the financing was obtained. After a Holder purchases policies, aggregates them into a portfolio and arranges for the servicing, MRI coverage and financing, the Holder contracts to sell NIBs related to the policies, which gives the holder of the NIBs the right to receive the proceeds from the settlement of the insurance policies after all of the expenses related to such policies have been paid. When an insurance policy underlying our NIBs comes to maturity, the insurance proceeds are first used to pay expenses associated with such policy. Once all of the expenses have been paid, the Holder will retain a small percentage of the proceeds and then will pay the remaining insurance proceeds to us.

 

We began purchasing NIBs during our fiscal year ended March 31, 2013.

 

Plan of Operations

 

Life Settlements is not a market sector without competition and, at present, we are a minor competitor. We will need substantial additional funds to effectively compete in this industry and no assurance can be given that we will be able to adequately fund our current and intended operations through debt or equity financing. In addition, due to the foreclosure on the NIBs described below, the company has no current source of operating revenues. We may be required to expend funds on premiums, interest and servicing costs to protect our interest in NIBs, though we have no legal responsibility nor adequate funds for these payments. In the event that neither party fulfils the financial obligations pertaining to the premiums, interest and servicing costs, we would be required to evaluate our investment in NIBs for possible adverse impairment. During October 2017, the entities completed a refinancing of the loans that had matured. The agreements are with a new senior lending facility who previously provided MRI for the underlying policies. Between May 2018 and July 2018, the Holders entered into agreements that completed a strict foreclosure transaction that transferred the underlying life insurance policies relating to the Company’s NIBs to the lenders in full satisfaction of the loan obligation. As a result of the foreclosure, the Company has lost its position in the residual benefits of the policies and the carrying value of the NIBs at March 31, 2019 is zero.

 

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When we hold NIBs, we use an estimation methodology to project cash flows and returns as presented. The estimation model requires many assumptions, including, but not limited to the following: (i) an assumption that the distinct number of lives in our portfolio would exhibit similar experience to a statistically diverse portfolio from which mortality tables have been created; (ii) an assumption that the life expectancies (the “LE” or “LEs”) provided by LE providers represent the actuarial mean of the life expectancies of the insureds in our portfolio, (iii) the weighted average of the LEs provided by the LE providers represents an appropriate method for adjusting for discrepancies in the LEs; (iv) life expectancy tables and projections are accurate; (v) the minimum premiums calculated based on the in-force illustrations provided by life insurance carriers are accurate and will not change over the course of the lifetime of our portfolio; and (vi) the Holders’ Lender fees, MRI fees, and insurance, servicing and custodial fees will not change materially over time. While this method of modeling cash flows is helpful in providing a theoretical expectation of potential returns that might be produced from our NIBs portfolio, actual cash flows and returns inevitably will be different (possibly materially) due to the fact that predicting the exact date of death of any individual is virtually impossible. The provision of a theoretical cash flow model is by no means any guarantee of any results. The actual performance of these NIB interests (as well as our future expectations as to what such performance might be) may differ substantially from our expectations, especially if any of the assumptions change or differ from our initial assumptions.

 

As a result of the foreclosure mentioned above, we lost our position in the residual benefits of the policies and recognized a $22,950,126 impairment on the NIBs and $1,936,311 impairment of related interest receivable during the year ended March 31, 3018. Management concluded that the foreclosure event represented the culmination of conditions that provided indications affecting the realization of the Company’s investment in NIBs assets during the fiscal year ended March 31, 2018. As a result, we recorded the impairment of the NIBs during the fiscal year ended March 31, 2018, and changed the classification of the Investment in NIBs from Held to Maturity to Available for Sale.

 

On July 11, 2018, the Company issued 800,000 common shares in return for obtaining the remaining 27.8% ownership of certain NIBs. The transaction was recorded at $17,840, the estimated fair value of the common stock issued (which management believes approximated the fair value of the NIBs received on the date of the transaction). The additional NIBs acquired were reflected as an increase to the Investment in NIBs account, and the NIBs were immediately impaired on the date of the transaction, bringing the total impairment recognized on the NIBs to $22,967,966 plus $1,936,311 of impairment on accrued interest receivable. At December 31, 2019, the value the fully impaired Investment in NIBs was $0.

 

Results of Operations

 

Three-Months Ended December 31, 2019, Compared with Three-Months Ended December 31, 2018

 

Interest Income

 

Due to the foreclosure agreement mentioned above, no interest income was recorded for the three months ended December 31, 2019 or 2018.

 

General & Administrative Expenses

 

General and administrative expenses totaled $282,363 and $291,690 during the three months ended December 31, 2019, and 2018, respectively. A significant portion of these expenses were professional fees, payroll and travel expenses.

 

Other Income and Expenses

 

For the three months ended December 31, 2019 and 2018, other expenses related to pursuing potential financing alternatives were$4,500 and $155,000, respectively.

 

During the three months ended December 31, 2019, and 2018, interest expense accrued in the amount of $45,044 and $26,257, respectively. The increased interest expense was due to higher principal balances during the three months ended December 31, 2019.

 

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Income Taxes

 

During the three months ended December 31, 2019, the Company recorded a net loss before income taxes of $331,907 and had no income tax expense or benefit as a result of a full valuation allowance on the net deferred tax asset.

 

Nine-Months Ended December 31, 2019, Compared with Nine-Months Ended December 31, 2018

 

Interest Income

 

Due to the foreclosure agreement mentioned in the Plan of Operations above, no interest income was recorded for the nine months ended December 31, 2019 or 2018.

 

General & Administrative Expenses

 

General and administrative expenses totaled $894,196 and $845,559 during the nine months ended December 31, 2019, and 2018, respectively. A significant portion of these expenses were professional fees, payroll and travel expenses.

 

Other Income and Expenses

 

For the nine months ended December 31, 2019 and 2018, other expenses related to pursuing potential financing alternatives were $87,000 and $774,806, respectively. The decrease was due to a substantial portion of exploration done during the nine months ended December 31, 2018.

 

During the nine months ended December 31, 2019, and 2018, interest expense accrued in the amount of $125,484 and $61,608, respectively. The increased interest expense was due to higher principal balances during the nine months ended December 31, 2019.

 

During the nine months ended December 31, 2018, we recognized $17,840 additional NIBs impairment on newly acquired NIBs.

 

Income Taxes

 

During the nine months ended December 31, 2019, the Company recorded a net loss before income taxes of $1,106,681 and had no income tax expense or benefit as a result of a full valuation allowance on the net deferred tax asset.

 

Liquidity and Capital Resources

 

Since our inception our operations have been primarily financed through sales of equity instruments, debt financing, lines of credit and notes payable from related parties and the issuance of convertible debentures. As of December 31, 2019, we had $16,217 of cash, compared to $579 as of March 31, 2019. As of December 31, 2019, the Company had access to draw an additional $5,105,492 on the notes payable, related party and $3,000,000 on the Convertible Debenture Agreement. Our monthly expenses are approximately $99,000, which includes salaries of our employees, policy servicing expenses, consulting agreements and contract labor, general and administrative expenses, estimated legal and accounting expenses. Outstanding Accounts Payable as of December 31, 2019 totaled $754,220, and other accrued liabilities totaled $765,706. We believe that our availability under our existing lines of credit with related parties, our existing capital resources, together with the issuance of additional notes payable and convertible debentures will be sufficient to fund our operating working capital requirements for at least the next 12 months from the issuance of this report.

 

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Debt

 

At December 31, 2019, we owed $2,584,199, including accrued interest, for debt obligations. We owed $2,220,508 in principal pursuant to notes payable and lines-of-credits from related parties and had fully paid off the principal owing on the 8% Convertible Debenture. As of December 31, 2019, one note payable and line-of-credit had a principal balance of $829,508 and is due on August 31, 2021, or when the Company completes a successful equity raise, at which time principal and interest is due in full. The second note payable and line-of-credit had a principal balance of $795,000, and the line of credit is currently extended through August 31, 2021. At December 31, 2019, unsecured promissory notes had principal balances totaling $596,000 and are due November 30, 2021. The convertible debenture agreement, which has no principal balance due as of December 31, 2019 is open through December 1, 2020. As of February 19, 2020, there was $5,105,492 available under the lines-of-credit we currently have with related parties and $3,000,000 available under the 8% convertible debenture agreement. We may borrow money in the future to finance our operations, but can make no guarantees that such credit will be made available to us. Any such borrowing will increase the risk of loss to the debt holder in the event we are unsuccessful in repaying such loans.

 

Critical Accounting Policies and Estimates

 

See Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019, which was filed with the SEC on January 16, 2020.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk

 

Not Applicable.

 

Item 4. Controls and Procedures

 

Limitation on the Effectiveness of Controls

 

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be disclosed timely, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls and procedures.

 

Evaluation of Controls and Procedures

 

Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to the issuer’s management, including its Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive and principal financial officer has concluded that our disclosure controls and procedures as of the end of the period covered by the Quarterly Report were not effective as our filings with the SEC are not current.

 

Changes in Internal Control

 

As defined in SEC Regulation S-X, a material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Based on this assessment, management determined that, as of March 31, 2019, our internal control over financial reporting was not effective because of the material weaknesses described below:

 

  1) the Company did not maintain adequate segregation of duties in some areas of finance;
  2) the Company did not maintain sufficient monitoring review controls with respect to accounting for complex accounting transactions.

 

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As of December 31, 2019, one of the two material weaknesses identified in our annual reported filed on Form 10K for the year ended March 31, 2019, was remediated. The following controls were implemented relating to material weakness #2 during the nine months ended December 31, 2019: Complex transaction accounting issues faced by the Company where alternative treatments appear to be available in the literature will be presented to a subject matter expert to obtain input on industry trends and preferred solutions.

 

Management continues to evaluate possible alternatives to remediate material weakness #1.

 

Other than described above, there were no changes in our internal control over financial reporting that occurred during the first quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

To the best of our knowledge, there are no legal proceedings pending or threatened against us; and there are no actions pending or threatened against any of our directors or officers that are adverse to us.

 

Item 1A. Risk Factors

 

In addition to the other information set forth in this quarterly report on Form10-Q, you should carefully consider the risks discussed in our Annual Report on Form 10-K for the year ended March 31, 2019, which risks could materially affect our business, financial condition or future results. There were no material changes during the quarter ended December 31, 2019 to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2019. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On November 5, 2019, in conjunction with an agreement to extend the due date of his promissory note, the Company agreed to provide Mr. Glenn Dickman warrants for 450,000 shares of common stock at an exercise price of $0.05 per share. The warrants have a 5-year exercise window from the date of the extension agreement. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was not significant. The Company relied on Section 4(a)(2) of the Securities Act of 1933 in determining that the warrants were exempt from registration.

 

Purchases of Equity Securities by the Issuer

 

There were no repurchases of equity during the quarter ended December 31, 2019.

 

Item 3. Defaults upon Senior Securities.

 

None; not applicable.

 

Item 4. Mine Safety Disclosures.

 

None; not applicable.

 

Item 5. Other Information.

 

None; not applicable.

 

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Item 6. Exhibits

 

Exhibits. The following exhibits are included as part of this report:

 

  Exhibit 10.27  

Extension to Glenn S. Dickman Promissory Notes dated November 5, 2019

       
  Exhibit 31.1   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Randall F. Pearson, President and Director.
       
  Exhibit 31.2   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Randall F. Pearson, Principal Financial Officer.
       
  Exhibit 32   Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Randall F. Pearson, President and Principal Financial Officer.
       
  Exhibit 101.INS   XBRL Instance Document
       
  Exhibit 101.SCH   XBRL Taxonomy Extension Schema Document
       
  Exhibit 101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
       
  Exhibit 101.DEF   XBRL Taxonomy Definition Linkbase Document
       
  Exhibit 101.LAB   XBRL Taxonomy Extension Label Linkbase Document
       
  Exhibit 101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SUNDANCE STRATEGIES, INC.
     
Date: February 19, 2020 By: /s/ Randall F. Pearson
    Randall F. Pearson
    President and Principal Financial Officer

 

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